0522 Gamer Agreement Tfue 2 PDF

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GAMER AGREEME! ‘This Gamer Asreement (this “Agreement’), dated as of April 27, 2018 (“Effective Date”), is entered into by and between Company (as defined below) and Gamer (as defined below). ‘or the purposes of this Agreement, each of Company and Gamer may be individually referred to herein as a “Party” and collectively as the “Parties”. This Agreement shall be subject to the terms and conditions attached hereto as Exhibit A, which are hereby incorporated by reference herein (the “T&Cs"). Capitalized terms used herein but not othervise defined shall have the respective ‘meanings assigned to such terms in the T&Cs. Company Tr pal pace oe a iia 0. ‘tt a mipion to be oe of the (ep iver petessoan amet any inf videogame seca “Fort Gamer “Tamer Teaney pa Tie") an individal with an ie Ss Came For Team Companys CompaTIve, oils = por video paniag eum forthe Game, wich, as aT ie Effective Date, consists of four (4) Gamers: Tumer Temey, Thang Thanh Phan, Demis “Leopore and Brendan Martin O'Brien. Notwithstanding the foregoing or any term contained herein, Company, in its sole discretion, may inerease or decrease the number of Gamers on the Team from time to time, “Term|; Right of First Refusal] ‘Unless earlier terminated by the Parties pursuant to the terms of the TACs attached hereto and incorporated by reference herein, the initial Term of this Agreement shall be six (6) ‘months fiom the Effective Date (“Term”). Af the end of the Term. and notwithstanding, anything to the contrary set forth inthis Agreement (including the T&Cs), this Agreement shall be automatically extended for an additional thirty-six (36) months, provided the following conditions have been met (“Extended Term”): (i) throughout the Term, Gamer hhas received the Monthly Fee (as defined below) from Company on a timely basis, (i) ‘throughout the Terma, Gamer has appeared in one (1) Company-created content published once per month on either Company's YouTube or Twitter platform, (ii) a FaZe Clan ‘member has appeared in Gamer-created content published on one of Gamer’s personal, social media platforms, (iv) Company has supplied Gamer with gaming set-up, including commercially standard quality gaming headsets, monitors, computer, computer equipment and, upon Gamer and Company's mutual agreement, a gaming chair to be used for the purposes of this Agreement, and (v) Company has provided Gamer with FaZe Clan Player Kit and FaZe Clan Merchandise [At the end of the Extended Term, Gamer and Company shall enter into a thirty (30) day ‘negotiation period (the “Negotiation Period”) regarding the renewal terms for this Agreement; provided, however, if an agreement is not reached during the Negotiation Period, Gamer shall be entitled to seek an offer from third party organizations during the thirty (30) day period following the Negotiation Period (the “Free Agent Period”). In the event a third party organization makes an offer to Gamer that Gamer desires to accept, Gamer must provide Company a copy of the offer and Company shall have five (5) business days from receipt of the offer to match the terms of such offer (“Matehing Offer”). Ta the event a Matching Offer is made, Gamer hereby affirms that Gamer will accept Company's Matching Offer; provided, however, in the event a new agreement is not executed during the ‘Negotiation Period or Company does not provide Gamer with a Matching Offer, this Agreement will be terminated.] ‘Gamer Services ‘in exchange for the Compensation, Gamer shall sender the following Services: ‘© Play on the Team, which includes participating in toumaments and training sessions ith the Team and representing the Team, including at events arranged by ‘Company or where Company decides to participate, and provide publicity and promotional services as required by Company including, but not limited to, content creation but no more than three (3) days per month fora total of 24 hours in any ‘moni ‘© Participate in marketing activities, including for or on behalf of Company, sponsors and brands, as requested by Company from time to time: ‘© Represent Company’s sponsors and partners in accordance with the terms and ‘guidelines provided by the Company to Gamer, and use and wear Company's and sponsors’ merchandise, in addition to any obligations Gamer may have in accordance ‘with brand agreements, in public places, in social media and as otherwise reasonably requested by Company. Company will provide Gamer with such merchandise as needed: ‘© Represent the Company in social media as instructed by Company from time to time ‘and in accordance with the Social Media Policy; ‘© Participate in all the Team’s training sessions and the training program as determined by the Company. The Team's Gamers will agree upon a training session schedule together with the Team's manager at least three (3) months in advance, to be provided to Company: and ‘© Participate in all LAN (Local Area Network) Tournaments, Major Tournaments, ‘League Matches and Online Tournaments as requested by Company (collectively, “Tournaments andor Matches") Compensation ‘AS fall and complete consideration for the Services to be provided, and all ights aranted, by ‘Gamer hereunder, and provided Gamer is not in breach or default of the terms of this Agreement (including, without limitation, the T&Cs attached hereto and incorporated by reference herein), Company shall pay Gamer the following compensation: ‘© USD $2, 000 per month (“Monthly Fee”). Notwithstanding the foregoing, such ‘Compensation shall be subjected to a review at the end of each six (6) month period of the Term, as of the Effective Date, As the result of such reviews, Gamer's ‘Compensation may, at Company's sole discretion, increase by up to twenty-five (25%) percent or decrease by up to twenty-five (25%) percent ‘© All income generated by Gamer from cash prizes (each, a “Prize” and collectively. “Prizes”) won in any Tournaments and/or Matches shall be split (after any payments 1 the Team coach) as follows: 80% to the Gamer, and 20% to the Company. ‘© Allother income (including, but not limited to, Salaries, earnings, fees, royalties, ‘bonuses, share of profits, and gifs ec.) aenerated in connection with Gamer's Services (wither individually oF as pat of the Team) from the following sources shall be split as follows: © in-gamelsticker (“Ta-Game Merchandise”): 50% to Gamer and 50% to Company: ‘© merchandise and apparel exclusively featuring Gamer’s personal brand and ‘manufactured by of ia conjunction or consultation with Company (after deducting all costs in connection with such merchandise and apparel) will be negotiated separately. © brand deals featuring the Games that exist on Gamer or Company's content

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